Your Directors have pleasure in presenting the 09^th (Ninth) Board''s Report of the Company together with the audited financial
results for the financial year ended March 31, 2026.

1. Highlights of Financial Performance:

During the year under review and the previous year, the financial performance (Standalone and Consolidated) of your
Company is summarised as under:

(All amounts in ^ Lacs except EPS)

During the financial year under review, the Company
maintained its strong growth momentum and delivered an
excellent financial performance. Revenue from Operations
on a standalone basis increased from H23.37 crore in
the previous financial year to H66.58 crore during the
financial year under review, registering a robust growth of
approximately 35.02%. On a consolidated basis, Revenue
from Operations increased from H24.23 crore in the
previous financial year to H68.00 crore during the financial
year under review, representing a growth of approximately
35.23%.

The Company''s profitability witnessed significant
improvement during the year. Standalone Profit after Tax
increased from ^9.45 crore in the previous financial year
to H6.09 crore, representing an impressive growth of
approximately 70.26%. On a consolidated basis, Profit after
Tax increased from ^9.65 crore to H6.09 crore, registering
a growth of approximately 66.74%. The improvement in
profitability was driven by higher revenues, enhanced
operational efficiencies, effective cost management, and
continued focus on delivering high-value technology
solutions.

The Company''s earnings also reflected this strong
performance, with the standalone Earnings per Share
(Basic and Diluted) increasing from H3.43 to H9.10, while
the consolidated Earnings per Share increased from H3.72
to H9.10.

The Company delivered a strong financial performance
during the financial year under review, as evidenced by

the improvement in its key financial ratios. The Current
Ratio improved from 1.76 times as at March 31, 2025 to 2.75
times as at March 31, 2026, reflecting a stronger liquidity
position. The Debt-Equity Ratio reduced significantly from
0.74 times to 0.24 times, demonstrating a strengthened
capital structure following the IPO and reduction in
borrowings. The Debt Service Coverage Ratio improved
from (0.66) times to 1.92 times, indicating enhanced debt
servicing capacity. Operational efficiency also improved,
with the Inventory Turnover Ratio increasing from 20.33
times to 32.88 times and the Trade Payables Turnover Ratio
from 9.49 times to 12.37 times, reflecting efficient inventory
and working capital management. Further, the Net Profit
Ratio improved from 8.00% to 10.00%, while the Return on
Capital Employed (ROCE) increased from20.00% to 22.00%,
underscoring the Company''s improved profitability
and efficient utilization of capital. These improvements,
together with the increase in Revenue from Operations
and Profit after Tax during the year, demonstrate the
Company''s strong operational performance, prudent
financial management, and sustained growth trajectory.

The Board remains confident that the Company''s strong
technological capabilities, experienced leadership, strategic
partnerships, customer-centric approach, and robust
corporate governance framework position the Company
well to capitalize on emerging opportunities in the rapidly
evolving technology sector. The Company is well placed
to sustain its growth momentum, strengthen its market
position, and continue creating long-term value for its
shareholders and other stakeholders.

2. State of Affairs and Future Outlook:

The Company is engaged in the Information Technology
sector and operates as a Customer Transformation
Partner, enabling organizations to transform the way
they engage with and serve their customers through
innovative technology solutions. The Company''s offerings
are centered around Customer Experience-as-a-Service
(CXaaS) and AI-as-a-Service, helping enterprises enhance
customer engagement, streamline operations, and achieve
measurable business outcomes through intelligent,
scalable, and cloud-enabled solutions.

The Company''s core competencies encompass:

A. AI & CX as a Service

Exato''s largest and most mature vertical brings
together CXaaS, Conversational AI, Automation-as-
a-Service, Workforce Management and AI-driven
Analytics on one data layer, backed by over 15 years
of enterprise CX experience across 9 industries.

• CX as a Service (CXaaS): Migration to a cloud
contact centre sized to peak demand, unifying
every channel — voice, chat, email, WhatsApp —
into a single agent workspace with one customer
view, backed by 24/7 monitoring and support.

• Conversational AI: AI agents trained on
validated CX interaction data (rather than generic
scripts) using LLMs, generative AI and advanced
NLP — reading intent, holding context across a
conversation, and handing off to a human at the
right moment, across multiple languages and
channels.

• Automation as a Service: RPA consulting to
identify and prioritise high-return processes
across HR, finance and operations, validated
through proof-of-concept before implementation,
delivering a documented, defensible ROI.

• Workforce Management: AI-powered

omnichannel forecasting, automated intraday
staffing and a mobile app for agent shift-trading
— automating up to 80% of manual intraday
workforce management while service levels hold
and attrition falls.

• AI-Driven Analytics & Insights: 100% of voice
and text interactions read for sentiment, intent,
topics and compliance risk, turning contact-
centre data into decisions that can be acted on the
same week.

B. Unified Communications & AI Infrastructure

Recognising that mission-critical conversations

— a trader confirming a position, a treasury desk
authorising a transfer, a clinician escalating care

— must be available, resilient and provable, Exato
delivers Unified Communications as critical business
infrastructure rather than plain telephony. Delivered
in partnership with Mitel — trusted by more than
70 million users across 100 countries, spanning

OpenScape, Mitel CX and AI-enabled collaboration

— Exato modernises voice, messaging, collaboration
and mobility at a pace aligned to business reality,
treating hybrid environments, phased migrations
and regulatory requirements as design considerations
rather than obstacles. The vertical is complemented
by Fortinet''s Security Fabric, integrating networking,
security operations, cloud protection and AI-driven
threat intelligence, so that transformation strengthens
resilience rather than adding risk.

This is combined with Exato''s AI Infrastructure
practice, delivered with technology partners
including HPE, which gives enterprises a sovereign,
on-premises foundation for AI with the economics of
cloud — addressing the core enterprise dilemma of
choosing between public-cloud flexibility and data
sovereignty.

• Enterprise AI Infrastructure: Compute, network,
storage and management software validated
through a Right-Sizing and Well-Architected
Review, paid for as used, with an optional
FinOps dashboard.

• Enterprise ERP Refresh: Complete hardware and
software refresh with technology partner HPE,
delivered with cloud-like pricing on-premises
and zero upfront hardware commitment.

• AI Data Centre Architecture: AI-driven CPU/
GPU sizing and integrated power, cooling,
network and compute design, run and optimised
through ExatoIQ.

• X-in-a-Box Solutions: Pre-integrated, on-premise
capability units — including LLM-in-a-Box and
Contact Centre-in-a-Box — deployed in weeks on
a Zero CapEx, consumption-based model.

• AI-as-a-Service & Co-Sourced AI Pilots: A

''3-in-a-Pod'' team of forward-deployed engineer,
workflow architect and full-stack engineer
embedded within the client''s environment,
delivering proof of value in weeks.

C. ExatoIQ

ExatoIQ is Exato''s proprietary, in-house suite of AI-
powered tools for contact-centre and CX optimisation

— spanning intelligent connectors and system
integrations, contact-centre optimisation tools,
automated dialers and campaign solutions, and
real-time monitoring and performance intelligence.
As the Company''s core IP asset, ExatoIQ also runs
and optimises the AI Infrastructure estate post¬
deployment, and underpins the unified AI architecture
the Company is scaling across verticals to support
faster deployment, shared intelligence and enterprise
governance.

D. Cloud ERP

Delivered in partnership with Acumatica, Exato''s
cloud-native ERP practice unifies finance, supply
chain, manufacturing, project accounting, customer

management and field operations on a single platform
designed to scale with the business rather than force
it into rigid workflows. Exato approaches ERP as
a business-transformation programme rather than
a software rollout — beginning with operational
diagnosis and process design, then integrating
Acumatica with CRM, CX, business intelligence,
communications and AI-driven workflows so that
information moves seamlessly across the enterprise
instead of remaining trapped in silos.

The company''s client relationships span BFSI (fraud
prevention, hyper-personalised cross-sell, compliance
analytics), Healthcare (AI-powered patient
engagement, predictive outcomes, automated billing),
Telecom (churn prediction, workforce optimisation,
omnichannel CX), Manufacturing (supply chain
optimisation, predictive SKU analytics), Retail
(demand forecasting, loyalty analytics) and IT/ITeS &
BPO/KPO (contact-centre modernisation, sentiment
analysis).

Exato has built strategic technology partnerships
with global majors including NICE, Microsoft, Cisco,
Palo Alto Networks, Fortinet, Mitel, Acumatica,
HPE, Cognigy, Anthropic, ServiceNow, Yellow.ai,
AmplifAI and Tata Communications — and holds
NICE Platinum Partner status across South Asia, the
Middle East and APAC for the fifth consecutive year, a
recognition unique to the region. Delivery is anchored
by a connected global engineering model spanning
India (global headquarters and engineering centre,
Noida), the United States, Singapore and Australia —
one engineering company rather than a collection of
regional offices.

Leveraging Artificial Intelligence (AI), automation,
analytics, and cloud technologies, the Company
develops integrated solutions that enable
organizations to efficiently manage customer
interactions across voice, chat, email, social media, and
other digital channels. These solutions are designed to
improve customer experience, optimize operational
efficiency, reduce response time, and support digital
transformation initiatives across diverse industries.

The Company''s solutions are further strengthened
by its dedicated in-house data science team, which
enables the seamless integration of AI, automation,
and customer experience technologies. This capability
accelerates implementation timelines while delivering
measurable business value to customers.

The Company is the only Platinum Partner of NICE in
South Asia and the Middle East since 2021. It has also
been recognised by NICE as "Partner of the Year" for
2022 AND 2025 reflecting its technological expertise,
execution capabilities, and commitment to delivering
best-in-class customer experience solutions.

Further reinforcing its leadership position, the
Company was recognised by NICE Ltd., a NASDAQ-
listed global leader in customer service automation,
as a Platinum Partner under the NICE 360 SUCCEED

Global Program for 2026 (based on performance during
the calendar year 2025) for the APAC region. This
represents the highest tier of partnership under the
program and marks the Company''s fifth consecutive
year of receiving Platinum Partner recognition,
reaffirming its sustained excellence, deep technical
expertise, and strong strategic engagement within the
global NICE partner ecosystem. Additionally, there
are several accolades and awards including APAC
WEM partner of the year, Top Portfolio Reseller
Award, APAC enterprise new logo wins, APAC
Customer Success champion reaffirming Exato''s
leadership position across APAC region.

The Company maintains its official website www.
exato.ai which provides comprehensive information
regarding its products, services, technology offerings,
and industry-specific solutions.

During the financial year under review, the Company
continued to strengthen its technological capabilities,
enhance its service offerings, invest in innovation,
and expand its customer base across domestic and
international markets. In line with its long-term
growth strategy, the Company actively explored
business development opportunities in the United
Kingdom, United States of America and Australia,
with a focus on establishing strategic alliances, forging
partnerships, and delivering customized technology
solutions tailored to the evolving needs of these
markets.

Looking ahead, the Company remains committed to:

• Strengthening its leadership in Customer
Experience (CX), Artificial Intelligence (AI), AI
Infrastructure and automation-driven solutions.

• Driving continuous innovation through research
and development and advanced technologies.

• Expanding its geographical footprint across
domestic and international markets through
strategic collaborations and partnerships.

• Delivering superior customer value through
operational excellence, technology-driven
transformation, and customer-centric solutions.

• Creating sustainable long-term value for its
shareholders and other stakeholders through
responsible growth, sound corporate governance,
and prudent financial management.

3. Highlights of performance of Subsidiaries, Associates
and Joint Ventures Companies and their contribution to
the overall performance of the Company:

The Company does not have any associate or Joint Venture
Company. As on March 31, 2026, the Company had four
wholly-owned subsidiary companies.

During the financial year under review, the Company
expanded its international presence through incorporation
of its wholly-owned subsidiary, Exato Technologies Pty
Ltd, in Australia in March, 2026. The subsidiary has been

incorporated to undertake business activities aligned with
the principal objects of the Company and to support its long¬
term strategy of expanding its presence in international
markets, particularly in the Asia-Pacific region.

The Board believes that the establishment of the subsidiary
will strengthen the Company''s global presence, facilitate
business development opportunities, and support the

expansion of its technology solutions in overseas markets.

The Board reviews the affairs of the Company''s subsidiaries
at regular intervals. In accordance with Section 129(3) of the
Companies Act, 2013 ("Act"), the Company has prepared
Consolidated Financial Statements of the Company which
form part of this Annual Report.

The financial highlights of the subsidiaries are as under:

(All amounts in ^ Lacs)

Further, pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements
of the Company''s Subsidiary Companies is given in prescribed Form No. AOC-1 which forms part of the Annual Report.

During the financial year under review, none of the
Company''s wholly-owned subsidiary companies
was classified as a material subsidiary in terms of the
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("LODR Regulations").

Further, the Company, being listed on the SME Platform
of BSE Limited, was exempt from the applicability of
Regulation 24 of the LODR Regulations relating to corporate
governance requirements for subsidiary companies.

The Annual Report of the Company and Audited Financial
Statements of each of the subsidiary companies have been
placed on the website of the Company www.exato.ai.

4. Annual Return:

The Annual Return of the Company as on March 31, 2026
shall be available on the Company''s website and can be
accessed at https://www.exato.ai/investor.html

5. Capital Structure:

During the year under review, in line with its growth
strategy, the Company pursued its plans for listing its
Equity Shares on the SME Platform of BSE Limited and in
connection therewith, undertook significant changes in its
capital structure

In order to facilitate the public issue of Equity Shares and
meet the capital requirements for listing, the Company
increased its Authorized Equity Share Capital from
U0,00,000/- (Rupees Ten Lakh Only) divided into 1,00,000
(One Lakh) Equity Shares of U0/- (Rupees Ten Only) each
to ^15,00,00,000/- (Rupees Fifteen Crore Only) divided into
1,50,00,000 (One Crore Fifty Lakh) Equity Shares of U0/-
(Rupees Ten Only) each.

Further, during the financial year under review, the
Company increased capital through the following modes:

A. Bonus Issue:

The Board of Directors at its meeting held on June
14, 2025, allotted 76,01,550 (Seventy-Six Lakh One
Thousand Five Hundred and Fifty) Equity Shares of
U0/- (Rupees Ten Only) each as fully paid-up bonus
shares to the members whose names appeared in the
Register of Members as on May 31, 2025 (Record Date),
in the proportion of 550:1, i.e. 550 (Five Hundred and
Fifty) Equity Shares for every 1 (One) Equity Share
held by them.

The particulars of the Bonus Issue are as follows:

B. Private Placement:

During the year under review, the Company issued,
offered and allotted 1,75,000 (One Lakh Seventy-Five
Thousand) Equity Shares of U0/- (Rupees Ten Only)
each at an issue price of U40/- (Rupees One Hundred
and Forty Only) each Equity Share, comprising a Face
Value of U0/- (Rupees Ten Only) and a securities
premium of U30/- (Rupees One Hundred and Thirty
Only) each Equity Share, aggregating to ^2,45,00,000/-
(Rupees Two Crore Forty-Five Lakh Only) by way of
Private Placement.

The particulars of the Private Placement are as follows:

C. Initial Public Offer:

During the financial year under review, the Company
successfully completed its Initial Public Offering
("IPO") and allotted 22,75,000 (Twenty-Two Lakh
Seventy-Five Thousand) Equity Shares of T10/-
(Rupees Ten Only) each at an issue price of T140/-
(Rupees One Hundred and Forty Only) per Equity
Share, comprising a face value of T10/- (Rupees Ten
Only) and securities premium of T130/- (Rupees
One Hundred and Thirty Only) per Equity Share,
aggregating to T31,85,00,000/- (Rupees Thirty-One
Crore Eighty-Five Lakh Only).

The key particulars of the IPO are as follows:

The Equity Shares issued pursuant to the IPO were
listed and admitted to trading on the SME Platform of
BSE Limited with effect from December 05, 2025.

Consequent to the aforesaid allotments, the issued, subscribed
and paid-up Equity Share Capital of the Company increased
from 11,38,210/- (Rupees One Lakh Thirty-Eight Thousand
Two Hundred and Ten Only) divided into 13,821 (Thirteen
Thousand Eight Hundred and Twenty-One) Equity Shares
of 110/- (Rupees Ten Only) each to 110,06,53,710/- (Rupees
Ten Crore Six Lakh Fifty-Three Thousand Seven Hundred
and Ten Only) divided into 1,00,65,371 (One Crore Sixty-Five
Thousand Three Hundred and Seventy-One) Equity Shares
of 110/- (Rupees Ten Only) each.

Accordingly, as on March 31, 2026, the Capital
Structure of the Company was as under:

During the financial year under review, the Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise. The Company has also not issued any sweat equity shares or granted any stock options
under any employee stock option scheme during the year.

6. Transfer to Reserves:

No amount has been transferred to General Reserve from the profits of the Company for financial year ended March 31, 2026.

7. Change in nature of business:

There has been no change in the nature of business of the Company during the year under review.

8. Dividend:

In view of the Company''s ongoing and proposed expansion plans, the Board of Directors considered it prudent not to declare
any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

9. Board Meetings:

a) Number of Board Meetings held during the year under review:

During the year under review, the Board of Directors of the Company met 12 (Twelve) times at regular intervals to review
the performance of the Company and deliberate and decide on various matters. The details of the meetings are set out
hereunder:

10. Board Committees:

A. Audit Committee:

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act,
2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Although the provisions of Regulation
18 of the LODR Regulations relating to the constitution of Audit Committee are not applicable to the Company by virtue
of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and functioning with the principles of
the said Regulation as a measure of good corporate governance and in keeping with its commitment to maintaining high
standards of transparency, accountability and effective oversight.

The Committee assists the Board in discharging its oversight responsibilities with respect to the integrity of the Company''s
financial statements, adequacy of internal financial controls, risk management framework, statutory and internal audit
functions, compliance with applicable legal and regulatory requirements, and related party transactions.

• Composition:The composition of the Audit Committee as on March 31, 2026 is as follows:

During the year under review, the Audit Committee was not reconstituted at any time.

Meetings:Further, during the financial year ended March 31, 2026, the Audit Committee met 5 (Five) times. The
details of the meetings are as under:

• Recommendations of Audit Committee:All the recommendations made by the Audit Committee during the
financial year under review were duly considered by the Board of Directors. The Company Secretary acts as the
Secretary to the Audit Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Board is constituted in accordance with the provisions of Section
178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The
Committee performs its functions in accordance with the applicable provisions of the Companies Act, 2013, including
Section 178 and, where applicable, the provisions of Schedule V thereto. Although the provisions of Regulation 19 of the
LODR Regulations relating to the constitution of a Nomination and Remuneration Committee are not applicable to the
Company by virtue of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and functioning
with the principles of the said Regulation as a measure of good corporate governance and in keeping with its commitment
to maintaining high standards of transparency, accountability and effective oversight.

The Committee assists the Board in matters relating to the appointment, re-appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel, succession planning, evaluation of the performance of
the Board and individual Directors, and formulation of criteria for determining qualifications, positive attributes and
independence of Directors.

• Composition:The composition of the Nomination and Remuneration Committee as on March 31, 2026 is as follows:

During the year under review, the Nomination and Remuneration Committee was not reconstituted at any time.

> Meetings:Further, during the financial year ended March 31, 2026, the Nomination and Remuneration Committee
met once. The details of the meeting are as under:

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with the provisions of Section 178(5) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. Although the provisions
of Regulation 20 of the LODR Regulations relating to the constitution of a Stakeholders Relationship Committee are not
applicable to the Company by virtue of Regulation 15(2)(b) thereof, the Company has broadly aligned its composition and
functioning with the principles of the said Regulation as a measure of good corporate governance and in keeping with its
commitment to maintaining high standards of transparency, accountability and effective oversight.

The Committee oversees and monitors investor-related services and ensures the timely redressal of grievances of
shareholders of the Company. Since the entire shareholding of the Company is held in dematerialised form, matters
relating to issue of duplicate share certificates, dematerialisation of shares are not applicable to the Company. Matters
relating to transfer and transmission of securities are dealt with through the depository system as applicable.

• Composition:The composition of the Stakeholders Relationship Committee as on March 31, 2026 is as follows:

During the year under review, the Stakeholders Relationship Committee was not reconstituted at any time.

• Meetings:Further, during the financial year ended March 31, 2026, the Stakeholders Relationship Committee met
once. The details of the meeting are as under:

11. Separate Meeting of Independent Directors:

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and other applicable provisions, the Independent
Directors of the Company held one (1) separate meeting on March 30, 2026 during the financial year under review.

At the said meeting, the Independent Directors, inter alia:

• reviewed the performance of the Non-Independent Directors and the Board as a whole;

• reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive and Non¬
Executive Directors;

• assessed the quality, quantity and timeliness of the flow of information between the Company''s management and the
Board to enable the Board to effectively and reasonably perform its duties; and

• deliberated on matters relating to corporate governance, Board effectiveness and the overall functioning of the Company.

The Independent Directors expressed satisfaction with the overall functioning of the Board and its Committees, the
governance framework and the quality of information and support provided by the management for effective discharge of
their responsibilities.

12. Changes in Directors and Key Managerial Personnel:

The composition of the Board of Directors and the Key Managerial Personnel of the Company remained adequately balanced
during the financial year under review, ensuring effective governance and management of the affairs of the Company.

During the financial year under review, certain appointments and changes in the designation of Directors and Key Managerial
Personnel were made in accordance with the provisions of the Companies Act, 2013, the LODR Regulations, wherever
applicable, and the Articles of Association of the Company. Further, there was no cessation, resignation or removal of any
Director or Key Managerial Personnel during the financial year under review.

The details of the appointments and changes in designation of Directors and Key Managerial Personnel during the financial
year under review are as follows:

A. Changes during the Financial Year

B. Composition of Board of Directors as on March 31, 2026

C. Changes after the close of the Financial Year and up to the date of this Report

D. Directors retiring by rotation at the ensuing Annual
General Meeting

In accordance with the provisions of Section 152(6)
of the Companies Act, 2013, Ms. Swati Sinha (DIN:
09394596), Whole-time Director, is liable to retire by
rotation at the ensuing Annual General Meeting and,
being eligible, has offered herself for re-appointment
at the existing terms and conditions. The Board of
Directors recommends her re-appointment for the
approval of the Members of the Company at the
ensuing Annual General Meeting.

13. Opinion of the Board on Integrity, Expertise and
Experience (including the Proficiency) of Independent
Directors:

The Board is of the opinion that Dr. Omkar Rai and Mr.
Vijay Kumar Tyagi, the Independent Directors possess
an appropriate balance of skills, experience, knowledge,
professional expertise and integrity. Their rich experience
in their respective fields is expected to provide valuable
guidance in strengthening the Company''s governance
framework, strategic decision-making and sustainable
growth.

14. Declaration of Independence by Independent Directors:

The Company has received the requisite declarations from
all the Independent Directors confirming that they meet the
criteria of independence as prescribed under Section 149(7)
of the Companies Act, 2013.

15. Compliance with Code for Independent Directors:

The Board confirms that all the Independent Directors
have complied with the Code for Independent Directors
prescribed under Schedule IV to the Companies Act, 2013.

16. Compliance with Code of Conduct by Directors and
Senior Management Personnel:

The Company has formulated a Code of Conduct for the
Board of Directors and Senior Management Personnel,
which lays down the standards of ethical conduct, integrity
and accountability expected from them. The Board affirms
that all the Directors and Senior Management Personnel
have confirmed compliance with the said Code of Conduct
for the financial year ended March 31, 2026.

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the
Companies Act, 2013, the Company has adopted a
Nomination and Remuneration Policy. The Policy is
also broadly aligned with the principles of Regulation
19 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, notwithstanding that the said Regulation is not
applicable to the Company by virtue of Regulation 15(2)(b)
thereof.

The salient features of the Policy, inter alia, include:

• criteria for the appointment and removal of Directors,
Key Managerial Personnel and Senior Management
Personnel;

• criteria for determining the qualifications, positive
attributes and independence of Directors;

• policy relating to the remuneration of Directors,
Key Managerial Personnel and Senior Management
Personnel;

• framework for performance evaluation of the Board,
its Committees and individual Directors; and

During the year under review, there was no change in the
Nomination and Remuneration Policy of the Company.

The Nomination and Remuneration Policy is available on
the Company''s website and can be accessed at https://
www.exato.ai/investor.html

18. Annual Performance Evaluation of Board, its Committees
and Individual Directors:

The annual performance evaluation of the Board of Directors,
its Committees and individual Directors for the Financial Year
2025-26 was carried out in accordance with the evaluation
criteria prescribed under the Company''s Nomination and
Remuneration Policy and the Policy on Succession Planning,
Board Diversity and Independence of Directors.

The evaluation process was conducted through structured
questionnaires covering various aspects relating to the
composition, functioning and effectiveness of the Board, its
Committees and individual Directors.

The performance of the Board, its Committees and
individual Directors was evaluated objectively, and the
Board was satisfied with the overall effectiveness of its
functioning, the functioning of its Committees and the
contributions made by the individual Directors.

19. Remuneration of Directors and Employees:

The disclosures pertaining to remuneration and other
particulars as required under the provisions of Section
197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, form an integral
part of this Board''s Report and are annexed herewith as
Annexure-A.

Further, the statement containing the particulars of the top
ten employees in terms of remuneration drawn and the
particulars of employees as required under Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this
Board''s Report as a separate annexure.

In accordance with the provisions of Section 136(1) of the
Companies Act, 2013, the Annual Report is being sent to
the Members of the Company excluding the aforesaid
statement. The said statement shall be made available
for inspection by any Member of the Company during
business hours at the Registered Office of the Company.
Any Member interested in obtaining a copy of the
said statement may write to the Company Secretary &
Compliance Officer at the Registered Office or through the
Company''s designated email address: [email protected],
and the same shall be furnished upon request in accordance
with the provisions of the Act.

20. Remuneration from subsidiary companies:

During the financial year under review, neither the
Managing Director nor the Whole-time Director of the
Company received any remuneration or commission from
any of the Company''s subsidiary companies. Accordingly,
no disclosure is required under Section 197(14) of the
Companies Act, 2013 in this regard.

21. Loans, Guarantees, Investments as per Section 186 of the
Act:

During the financial year under review, the Company
approved an initial investment of up to ^50.00 lakh in
its newly incorporated wholly-owned subsidiary, Exato
Technologies Pty Ltd, Australia, in accordance with the
provisions of Section 186 of the Companies Act, 2013 and
the applicable rules made thereunder. Pursuant thereto, the
subsidiary was incorporated with an initial paid-up share
capital of AUD 75,000, equivalent to ^49,24,215/- (Rupees
Forty-Nine Lakh Twenty-Four Thousand Two Hundred
and Fifteen Only).

Subsequently, based on a detailed assessment of the
subsidiary''s business plan, operational requirements and
projected capital deployment, the Board of Directors of the
Company, at its meeting held on August 13, 2026, upon
the recommendation of the Audit Committee, approved a
proposal for reduction of the share capital of the subsidiary
from AUD 75,000 to AUD 35,000, subject to compliance
with applicable laws and regulatory requirements. The
proposed reduction was considered appropriate in view
of the subsidiary''s current stage of development and its
proposed phased implementation of business activities.

During the financial year under review, the Company did
not grant any loans, provide any guarantees or furnish any
securities covered under the provisions of Section 186 of
the Companies Act, 2013.

The details of loans, guarantees or investments covered
under Section 186 of the Companies Act, 2013 are
provided in the Note no. 14 of the accompanying Financial
Statements.

22. Deposits:

The Company has neither accepted nor renewed any
deposits during the year under review.

23. Contracts and Arrangements with Related Parties:

The Company has formulated a Policy on Materiality of
Related Party Transactions and on Dealing with Related
Party Transactions for determining material related
party transactions and the manner of dealing with such
transactions.

The Policy is available on the Company''s website and can
be accessed at https://www.exato.ai/investor.html .

All related party transactions that were entered into during
the F.Y. 2025-26 were on an arm''s length basis and were in
the ordinary course of business.

During the financial year under review, the Company did
not enter into any contract, arrangement or transaction
with a related party which could be considered material
in accordance with the Policy on Materiality of Related
Party Transactions and on Dealing with Related Party
Transactions of the Company or which required the
approval of the shareholders under the provisions of the
Companies Act, 2013 or the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to the extent
applicable.

Details of transactions with related parties referred to in
sub-section (1) of Section 188 of the Companies Act, 2013
are enclosed herewith in Form No. AOC-2 as Annexure-B.

24. Statutory Auditor and Statutory Auditor''s Report:

The Company at its 08^th (Eighth) Annual General Meeting
held on August 25, 2025 had re-appointed M/s Arora Prem
& Associates, Chartered Accountants (FRN: 006426N), as
Statutory Auditors of the Company for the Financial Years
2025-26 to 2029-30.

The Statutory Auditors'' Report on the Standalone and
Consolidated Financial Statements for the financial year
ended March 31, 2026 forms part of the Annual Report.

The Statutory Auditors'' Report is self-explanatory and does
not call for any further comments under Section 134(3)(f) of
the Companies Act, 2013. Further, the Statutory Auditors''
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

25. Details in respect of frauds reported by auditors under
sub-section (12) of Section 143 other than those which are
reportable to the Central Government:

During the year under review, no fraud has been reported
by the auditors of the Company under sub-section (12) of
Section 143 of the Companies Act, 2013, other than those
which are reportable to the Central Government.

26. Secretarial Auditor and Secretarial Auditor''s Report:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors, at its meeting held on February
13, 2026 appointed M/ s Nirbhay Kumar & Associates,
Company Secretaries, as the Secretarial Auditor of the
Company to conduct the Secretarial Audit for the Financial
Year 2025-26.

The Secretarial Audit Report for the financial year ended
March 31, 2026 forms part of the Annual Report.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer
requiring any explanation or comments by the Board.

The Board of Directors, at its meeting held on May 29, 2026
re-appointed M/s Nirbhay Kumar & Associates, Company
Secretaries as Secretarial Auditor to conduct the Secretarial
Audit of the Company for the F.Y. 2026-27.

27. Material Changes and Commitments, if any affecting
financial position of Company which have occurred
between the end of the financial year of the company to
which the financial statements relate and the date of the
report:

No material changes and commitments affecting the
financial position of the Company have occurred after
March 31, 2026 to the date of this Report.

However, during the financial year under review, the
Company approved an initial investment of up to ^50.00
lakh in its newly incorporated wholly-owned subsidiary,

Exato Technologies Pty Ltd, Australia, in accordance with
the provisions of Section 186 of the Companies Act, 2013 and
the applicable rules made thereunder. Pursuant thereto, the
subsidiary was incorporated with an initial paid-up share
capital of AUD 75,000, equivalent to ^49,24,215/- (Rupees
Forty-Nine Lakh Twenty-Four Thousand Two Hundred
and Fifteen Only).

Subsequently, based on a detailed assessment of the
subsidiary''s business plan, operational requirements and
projected capital deployment, the Board of Directors of the
Company, at its meeting held on August 13, 2026, upon
the recommendation of the Audit Committee, approved a
proposal for reduction of the share capital of the subsidiary
from AUD 75,000 to AUD 35,000, subject to compliance
with applicable laws and regulatory requirements. The
proposed reduction was considered appropriate in view
of the subsidiary''s current stage of development and its
proposed phased implementation of business activities.

28. Conservation of energy and technology absorption:

a. Conservation of Energy:

The operations of the Company are not energy¬
intensive in nature. Nevertheless, the Company
recognizes the importance of energy conservation
and efficient utilization of resources and remains
committed to adopting environmentally responsible
practices across its operations. The Company
continuously endeavours to optimise energy
consumption through the use of energy-efficient
electrical and electronic equipment. Wherever
feasible, 5-Star rated and energy-efficient appliances
and equipment are used at the Company''s offices and
operational facilities. The Company also promotes the
prudent use of electricity and other resources through
responsible operational practices, including the
efficient use of lighting, air-conditioning, computer
systems and other office equipment.

b. Technology absorption:

(i) Efforts made:

During FY 2025-26, the Company continued
to adopt and integrate relevant emerging
technologies, including artificial intelligence,
automation, cloud-based technologies and
advanced analytics, into its service delivery and
internal processes. The Company also focused
on upgrading its technology capabilities and
enhancing the skills of its technical teams to
effectively utilise such technologies.

(ii) Benefits derived:

The adoption of technology has contributed to
improvement in service delivery, operational
efficiency, scalability and development of
technology-enabled solutions. It has also
supported automation of processes, improved
customer experience and enabled the Company
to deliver solutions more efficiently.

(iii) Imported technology

(a) the details of technology imported: Nil

(b) the year of import: Not applicable

(c) whether the technology been fully absorbed:
Not applicable

(d) if not fully absorbed, areas where absorption
has not taken place, and the reasons thereof:
Not applicable

(iv) Research and Development Expenditure: Nil

29. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earnings and outgo during the
financial year ended March 31, 2026 are as follows:

30. Corporate Social Responsibility:

The Corporate Social Responsibility ("CSR") provisions
prescribed under Section 135 of the Companies Act, 2013
("the Act") are applicable to the Company.

Since the amount required to be spent by the Company
towards Corporate Social Responsibility activities during
the financial year under review did not exceed ^50,00,000/-
(Rupees Fifty Lakh Only), the Company was not required
to constitute a Corporate Social Responsibility Committee
in terms of the provisions of Section 135(9) of the Act.
Accordingly, the functions of the CSR Committee were
discharged by the Board of Directors.

The Company has formulated a Corporate Social
Responsibility Policy, which lays down the guiding
principles, governance framework and implementation
mechanism for undertaking CSR activities in accordance
with the provisions of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The
Policy is available on the Company''s website at https://
www.exato.ai/investor.html.

The Board of Directors, at its meeting held on June 14, 2025,
approved the CSR Annual Action Plan for the financial year
2025-26. Subsequent to the approval of the Annual Action
Plan, the Company established its own public charitable
trust, "Exato Foundation", which has been duly constituted
and registered in accordance with the applicable laws,
with the objective of undertaking and implementing the
Company''s CSR initiatives in a structured and sustainable
manner.

The Board further approved that the CSR activities of the
Company for the financial year 2025-26 and subsequent
years shall be undertaken through Exato Foundation,
subject to compliance with the provisions of Section 135 of
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014. Thereafter,
based on the evolving implementation framework and
operational requirements, the Board reviewed and revised
the CSR Annual Action Plan at its meeting held on February
13, 2026.

In accordance with the revised Annual Action Plan,
the Company allocated ^18,00,000/- (Rupees Eighteen
Lakh Only) towards CSR activities relating to skill
development and capacity-building programmes in the
field of Information Technology. The programmes are
aimed at promoting digital literacy, enhancing technical
competencies and improving employability through
structured training in Information Technology and allied
skill development. The CSR initiatives were implemented
in the State of Bihar, with a focus on addressing the
comparatively lower levels of digital penetration and IT
literacy in certain regions of the State and contributing
towards sustainable socio-economic development through
technology-enabled capacity building.

The Company was required to spend ^18,00,000/-
(Rupees Eighteen Lakh Only) towards Corporate Social
Responsibility activities during the financial year 2025¬
26. Against the said obligation, the Company incurred
an expenditure of ^18,00,156/- (Rupees Eighteen Lakh
One Hundred and Fifty-Six Only) towards eligible CSR
activities, thereby fully discharging its CSR obligation
under the provisions of Section 135 of the Companies Act,

2013.

Accordingly, there was no unspent Corporate Social
Responsibility amount required to be transferred to the
Unspent CSR Account or to any fund specified in Schedule
VII to the Companies Act, 2013.

The Annual Report on Corporate Social Responsibility
activities, containing the disclosures prescribed under the
Companies (Corporate Social Responsibility Policy) Rules,

2014, forms an integral part of this Board''s Report and is
annexed herewith as Annexure-C.

31. Disclosure of statement on development and
implementation of risk management policy:

The Company recognizes that effective risk management
is an integral part of good corporate governance and is
essential for the achievement of its strategic and business
objectives. Although, the Board had not adopted a formal
Risk Management Policy during the financial year under
review, the Company has established appropriate internal
control systems and business processes to identify, assess,
monitor and mitigate risks arising from its business
operations.

The Board of Directors and the senior management
periodically review the key business, operational, financial,
legal, regulatory and technological risks faced by the
Company and take appropriate measures to mitigate
their potential impact. The Company also continues to
strengthen its internal control environment to ensure the
orderly and efficient conduct of its business, safeguarding
of assets, compliance with applicable laws and regulations,
and protection of stakeholders'' interests.

The Board is of the opinion that there were no risks
identified during the financial year under review which, in

its assessment, may threaten the existence of the Company.

Further, the key business risks, opportunities and the
measures adopted by the Company to address them are
discussed in the Management Discussion and Analysis
Report, which forms an integral part of the Annual Report.

32. Vigil Mechanism:

The Company is committed to maintaining the highest
standards of ethical, moral and legal conduct in all its
business activities and has established Vigil Mechanism
through Whistle Blower Policy to promote ethical
behaviour, transparency and accountability across the
organization.

The Vigil Mechanism provides an adequate and effective
framework for directors, employees and other stakeholders,
wherever applicable, to report genuine concerns relating
to unethical behaviour, actual or suspected fraud,
violation of the Company''s Code of Conduct, or any other
improper or unlawful practices, without fear of retaliation,
discrimination or victimization. The Company ensures that
all concerns reported under the Vigil Mechanism are dealt
with in a fair, impartial and confidential manner.

The Policy also provides adequate safeguards against
victimization of persons who avail the Vigil Mechanism
and ensures direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases.

During the financial year under review, no complaint was
received under the Whistle Blower Policy.

The Whistle Blower Policy is available on the Company''s
website and can be accessed at https://www.exato.ai/investor.html

33. Significant And Material Orders:

During the financial year under review, no orders were
passed by the regulators or courts or tribunals impacting
the going concern status and Company''s operations in
future.

34. Adequacy of internal financial controls with reference to
the Financial Statements:

The Company has internal control systems commensurate
with the size, scale and complexity of its business
operations. During the financial year under review,
the Internal Audit function was carried out by M/s V K
Taneja & Associates, Chartered Accountants. The scope
and functions of the Internal Auditor were defined and
reviewed by the Audit Committee, and the reports of the
Internal Auditor, highlighting observations, system and
procedure-related lapses, if any, and corrective actions
being taken to address them, were placed before the Audit
Committee for its review and appropriate directions.

M/s Cohort Ventures LLP has been appointed as the
Internal Auditor of the Company for the financial year
2026-27. The scope and functions of the Internal Auditor
are defined and reviewed by the Audit Committee, and
the Internal Auditor shall submit its reports to the Audit
Committee for its review. The Audit Committee of the

Board periodically reviews the adequacy and effectiveness
of the Company''s internal financial controls, internal audit
findings, risk management processes and compliance
framework. Based on the internal financial controls and
compliance systems established and maintained by the
Company, the Board is of the opinion that the Company''s
internal financial controls with reference to the financial
statements are adequate and were operating effectively as
at March 31, 2026.

35. Compliance with provision of constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company is committed to provide and promote a safe
and healthy work environment for all its employees. The
Company has zero tolerance towards sexual harassment
at the workplace and has adopted a ''Prevention of
Sexual Harassment'' Policy (POSH) that is in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules framed thereunder for prevention and
redressal of complaints of sexual harassment at workplace.

The Company has duly constituted the Internal Complaints
Committee in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment
complaints received and disposed off during the Financial
Year 2025-26:

(.) Number of Sexual Harassment 0 (z )

⁽ⁱ⁾ Complaints received ^{( ero)}

(_ii) Number of Sexual Harassment ₀ (_Z )

⁽ⁱⁱ⁾ Complaints disposed off ^{( ero)}

Number of Sexual Harassment

(iii) Complaints pending beyond 90 - 0 (Zero)

days

36. Compliance with Maternity Benefit Act, 1961:

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.
All eligible women employees have been extended the
maternity benefits and other facilities prescribed under the
said Act.

37. Number of employees as on the closure of financial year:

The Employee Strength of the Company as at March 31,
2026 is set out below:

(i) Male - 112 (One Hundred Twelve)

(ii) Female - 23 (Twenty-three)

(iii) Transgender - 0 (Zero)

_TOTAL 135 (One Hundred and

^- Thirty-Five)

38. Cost Records:

The Company is not required to maintain cost records as
specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013.

39. Compliance with Secretarial Standards:

During the year under review, the Company has duly
complied with the Secretarial Standard on Meetings of
Board of Directors (SS-1) and Secretarial Standard on
General Meeting (SS-2) issued by the Institute of Company
Secretaries of India pursuant to the provisions of Section
118 (10) of the Companies Act, 2013.

40. Applications and Proceedings under Insolvency and
Bankruptcy Code, 2016:

The Company has neither made any application under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year under review nor any proceeding under the said
Code is pending against the Company.

41. Valuation Differences in One-Time settlement with the
Banks or Financial Institutions:

There has been no one-time settlement with any bank or
financial Institution in the Company during the year under
review.

42. Consolidated Financial Statements:

In accordance with the provisions of the Companies
Act, 2013 and the applicable Accounting Standards, the
Consolidated Financial Statements of the Company have
been prepared and presented in addition to the Standalone
Financial Statements.

The following are the wholly-owned subsidiaries of
the Company whose financial statements have been
consolidated with the Company''s accounts for the financial
year ended March 31, 2026:

1. Exato.ai Inc., United States

2. Exato.ai Pte. Ltd., Singapore

3. Exato Infotech Private Limited, India

4. Exato Technologies Pty Ltd, Australia

43. Deviation or variation in utilization of IPO Proceeds:

Pursuant to Regulation 32 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board hereby
confirms that there were no deviations or variations in the
utilization of the proceeds raised through the Initial Public
Offering (IPO) from the objects stated in the Prospectus of
the Company during the financial year under review and
up to the date of this Report.

The proceeds from the Initial Public Offering have been
utilized to the extent required during the financial year,
and continue to be utilized, in accordance with the objects
of the issue as disclosed in the Prospectus.

44. Investor Education and Protection Fund:

During the financial year under review, there was no
unpaid or unclaimed dividend, matured deposits, matured
debentures, interest thereon or any other amount required
to be transferred to the Investor Education and Protection
Fund (IEPF) pursuant to the provisions of Sections 124 and
125 of the Companies Act, 2013.

Further, no equity shares were liable to be transferred to
the Investor Education and Protection Fund during the
financial year under review.

45. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report,
prepared in accordance with the applicable provisions
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, forms an integral part of this Board''s Report and is
annexed herewith as Annexure-D.

46. Corporate Governance Report:

In terms of Regulation 15(2) of the Listing Regulations,
2015, the provisions relating to Corporate Governance as
specified in Regulations 17, 17A, 18, 19, 20, 21,22,24, 24A,
25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V are
not applicable to the Company, since the equity shares of
the Company are listed on the SME Platform of the BSE
Limited. Accordingly, the Company has not provided a
separate report on Corporate Governance. However, the
Company has, on a voluntary basis, incorporated and
followed certain practices and principles of good corporate
governance, to the extent considered appropriate, with a
view to ensure transparency, accountability, and protection
of stakeholders'' interests.

47. Agreements Binding Listed Entities:

During the financial year 2025-26, no agreements were
entered as per clause 5A of part A of Para A of Schedule III
of the Listing Regulations.

48. Code of Conduct for Prohibition of Insider Trading:

The Company has adopted a Code of Conduct for
Prohibition of Insider Trading in accordance with the
applicable provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time. The Code lays down
principles and procedures for prevention of insider trading
and regulates the communication, procurement, possession
and use of Unpublished Price Sensitive Information (UPSI).
The Company has put in place appropriate procedures
and mechanisms to ensure compliance with the applicable
provisions relating to the prevention of insider trading.
Further, trading in the securities of the Company is
restricted during the closure of the trading window, except
as permitted under the applicable regulatory framework.
The Company also maintains the requisite records and
disclosures and undertakes necessary monitoring and
reporting in accordance with the applicable laws and
regulations.

49. Directors and Officers Insurance:

Since the Company is listed on the SME platform of BSE
Limited, the provisions of Regulation 25 of the LODR
Regulations, including the provisions relating to Directors
and Officers Insurance as required under Regulation 25(10)
thereof, are not applicable to the Company pursuant to
Regulation 15(2) of the said Regulations. Notwithstanding
such non-applicability, and as a measure of good corporate
governance and prudent risk management, the Company
has voluntarily obtained and maintained a Directors and
Officers Liability Insurance Policy for its Directors and
Officers.

50. Business Responsibility and Sustainability Report:

The Company is not required to present the Business
Responsibility and Sustainability Report (BRSR) pursuant
to Regulation 34(2) (f) of the LODR Regulations, as the
Company does not fall within the category of the top 1,000
listed entities based on market capitalisation as at March
31, 2026.

51. Directors'' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2026 and of the profit of the
Company for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on a
going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Acknowledgment

The Board of Directors places on record its sincere gratitude
to the Company''s shareholders for their continued
confidence and trust in the Company. The Directors also
express their appreciation to the Company''s customers,
business partners, bankers, financial institutions, vendors,
statutory authorities, regulatory bodies, including the
Ministry of Corporate Affairs, Securities and Exchange
Board of India (SEBI), BSE Limited, and other Central and
State Government authorities, for their continued guidance,
support and cooperation extended to the Company during
the financial year.

The Board further acknowledges the invaluable
contribution, commitment and dedication of the
management team and all employees of the Company,
whose professionalism, hard work and unwavering
commitment have been instrumental in the Company''s
continued growth, successful completion of its Initial
Public Offering and listing on the SME Platform of BSE
Limited, and achievement of its strategic objectives.

The Directors also extend their appreciation to the
Company''s auditors, legal advisors, consultants and all
other stakeholders for their continued support, confidence
and association with the Company. The Board looks
forward to their continued encouragement and cooperation
as the Company progresses on its journey of sustainable
growth, innovation and value creation for all stakeholders.

For and on behalf of the Board of Directors
Exato Technologies Limited

(Appuorv K Sinha) (Swati Sinha)

Chairman & Managing Director Whole-time Director
DIN: 07918398 DIN: 09394596

Your directors have pleasure in presenting their 07^th (Seventh) Board''s Report on the
business and operations of the company together with the Audited Financial
Statements for the financial year ended 31^st March, 2024.

I. Financial Highlights:

During the year under review, performance of your company is as under:

(Amount in Lacs)

Standalone Consolidated

II. State of Company''s Affairs

The Company is engaged in Information Technology business. Its expertise spans
CCaaS solutions, comprehensive WFM solutions, and state-of-the-art Conversational
Al. The Company is maintaining its website, exato.ai which provides details of all the
service and solutions provided by the Company.

For the F.Y. 2023-24, the Company''s turnover marked a considerable increase of
56.55%. Further, during the year under review the Company earned an after-tax profit
of Rs. 615.88 Lacs in comparison of Rs. 519.95 Lacs during the previous year thereby
registering a growth of 18.44%. Also, return on Capital Employed has increased from
28.50% in the F.Y. 2022-23 to 50.45% in the F.Y. 2023-24.

III. Operations and Business Performance of Subsidiary Company:

The Company has expanded its geographical presence worldwide by establishing two
wholly owned subsidiaries outside India, in the name and style of Exato.ai.inc in
United States and Exato.ai Pte. Ltd. in Singapore. There has been no change in the
nature of business of the Subsidiary Company during the year under review.
Performance of the wholly-owned subsidiary companies are as under:

(Amount in Lacs)

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company''s Subsidiary Company in Form
AOC-1 is enclosed with the Financial Statements.

IV. Web link of Annual Return:

The Company is maintaining website exato.ai and annual return of the Company shall
be uploaded on such website. Web link for the same is as below:
https://exato.ai/financial reporting/

V. Capital Structure:

During the year under review, the Company has converted its 562 (Five Hundred and
Sixty-Two) 1% Optionally Convertible Non-Cumulative Redeemable Preference Shares
of Face Value Rs. 10/- (Rupees Ten Only) issued at premium of Rs. 6,875/- (Rupees Six
Thousand Eight Hundred and Seventy-Five) aggregating to Rs. 38,69,370/- (Rupees
Thirty-Eight Lakhs Sixty-Nine Thousand Three Hundred and Seventy Only) into 148
Equity Shares of Face Value Rs. 10/- (Rupees Ten Only) each at a premium of Rs.
26,134.39/- (Rupees Twenty-Six Thousand One Hundred Thirty-Four and Thirty-Nine
Paise Only) aggregating to Rs. 38,69,370/- (Rupees Thirty-Eight Lakhs Sixty-Nine
Thousand Three Hundred and Seventy Only).

The issued and subscribed equity share capital of the Company has increased from
1,26,110/- (Rupees One Lakh Twenty-Six Thousand One Hundred and Ten Only)
divided into 12,611 (Twelve Thousand Six Hundred and Eleven) Equity Shares of Face
Value Rs. 10/- (Rupees Ten Only) to 1,27,590/- (Rupees One Lakh Twenty-Seven
Thousand Five Hundred and Ninety Only) divided into 12,759 (Twelve Thousand
Seven Hundred and Fifty-Nine) Equity Shares of Face Value Rs. 10/- (Rupees Ten Only).

Further, as a consequence of the aforesaid conversion, the issued and subscribed
Preference Share Capital of the Company has reduced to nil.

VI. Amount Transferred to Reserves:

No amount has been transferred to General Reserve from Profit & Loss Account of
the Company for financial year ended 31.03.2024.

VII. Dividend:

The Board of Directors has not recommended any dividend for the year ended 31^st
March, 2024 and has made a decision to retain the earnings within the Company. This
strategic move is aimed at strengthening the financial position of the Company and
moving towards sustainable growth and expansion to seize new opportunities in the
dynamic market environment.

There has been no change in the nature of business of the Company during the year
under review.

IX. Number of Board Meetings:

The Board had met at regular intervals to review the performance and to deliberate
and decide on various business matters. The Board met 7 (Seven) times during the
year 2023-24. Details of which has been given herein below:

X. Particulars of Loans, Guarantees and Investments under Section 186:

The Company did not provide any loan, guarantee or made any investment under
Section 186 of the Companies Act, 2013.

However, during the F.Y. 2023-24, the Company has made commitment for
investment of Rs. 15,84,792/- (Rupees Fifteen Lakhs Eighty-four Thousand Seven
Hundred and Ninety-two only) in securities of its wholly-owned foreign Subsidiaries.

XI. Deposits:

The Company has neither accepted nor renewed any deposits during the year under
review.

However, during the year under review, the Company has received loan of Rs.
3,01,00,000/- (Rupees Three Crores and One Lakh Only) at the rate of interest 9% p.a.
from Mr. Rohit Narendra Jhamb (DIN: 03366087), Additional Director of the
Company.

Details of material transactions with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 is enclosed herewith in Form AOC-2 as
Annexure-A.

XIII. Explanation to qualification, reservation or adverse remarks made by the statutory
auditors in their report:

Auditor''s remarks are self-explanatory and require no more clarifications.

XIV. Material changes and commitments affecting the financial position of the Company:

No material changes and commitments affecting the financial position of the
Company have occurred after 31^st March, 2024 to till date.

XV. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:

A. Conservation of energy-

B, Technology Absorption-

The company is regularly improving its services with the help of new means of
technology. Your Company is committed to provide the best services to its customers
with the help of latest technology, which is reasonable, according to the size of the

Company. No expenditure has been incurred for research & development or purchase
of technology.

C. Foreign Exchange earnings and outgo-

The Foreign Exchange earnings and outgo during the financial period ended 31^st
March, 2024 is as follows:

XVI. Details of Companies which have become/ceased to be subsidiaries, joint ventures
or associates:

None of the Companies have become/ceased to be subsidiaries, joint ventures or
associates of the Company during the year under review.

However, a new wholly-owned subsidiary of the Company in the name and style of
''Exato Infotech Private Limited'' having CIN: U61900UP2024PTC206509 and its
registered office at A-33, Sector 2, Noida, Gautam Buddha Nagar, Uttar Pradesh-
201301 has been incorporated on 19/07/2024.

The new wholly-owned subsidiary is engaged in the business of designing,
development, customisation, implementation of technology and system for Cloud
communications through Internet-based voice and data communications with cloud
based VoIP service.

XVII. Corporate Social Responsibility:

The Company has complied with the provisions of Section 135 of the Companies Act,
2013. Annual Report on CSR Activities for the F.Y. 2023-24 is enclosed herewith and
marked as Annexure-B.

XVIII. Statement indicating development and implementations of a risk management
policy:

The Company has not formulated any Risk Management Policy as the elements of risk
threatening the Company''s existence are very minimal.

XIX. Details of Directors and Key Managerial Personnel appointed/resigned during the
year:

During the year under review, Mr. Rohit Narendra Jhamb (DIN: 03366087) was
appointed as Additional Director (Non-Executive) of the Company w.e.f. 12/02/2024.
His tenure as Additional Director (Non-Executive) of the Company is expiring at the
ensuing Annual General Meeting of the Company to be held on 30.09.2024. The Board
of Directors of the Company expresses its sincere appreciation to Mr. Rohit Narendra
Jhamb''s contributions and dedicated services to the Company.

XX. Details of significant and material orders passed by the regulators or courts or
tribunal impacting the going concern status and Company''s operations:

No orders were passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations during the year.

XXI. Statement in respect of adequacy of internal financial control with reference to the
financial statements:

The company has adequate internal control system commensurate with size of the
company.

XXII. Disclosure under Sexual Harassment of Women at Workplace (Prevention,
prohibition & redressal Act), 2013:

No cases relating to sexual harassment of women at workplace were reported during
the year under review. The Company has constituted the Internal Complaint
Committee as required to be constituted under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal Act), 2013.

XXIII. Statutory Auditors:

M/s D P A K Associates, Chartered Accountants, Ghaziabad (FRN: 019051C) were re¬
appointed as Statutory Auditors of the Company at its 05^th (Fifth) Annual General
Meeting held on 30.09.2022 for the F.Y. 2022-23 to 2026-27.

XXIV. Disclosure in respect of maintenance of cost records:

The company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.

XXV. Secretarial Standards:

During the year under review, the company has duly complied the Secretarial
Standard on the Meetings of Board of Directors (SS-1) and Secretarial Standard on
General Meeting (SS-2) in pursuance to the provisions of Section 118 (10) of the
Companies Act, 2013.

XXVI. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the financial year:

The Company has neither made any application under Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review neither any proceeding under
the said Code is pending against the Company.

XXVII. Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof:

There has been no one-time settlement in the Company duringthe year under review.

XXVIII. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013,
directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the
profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for

safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment:

The Directors express their sincere appreciation to the valued members, bankers,
auditors, clients and employees for their support.

The Directors express gratitude towards the Government of India, various State
Governments particularly, State Government of Delhi and all concerned government
departments/agencies for their co-operation.

The Directors appreciate the valuable contributions made by every member of Exato
Technologies Private Limited Family.

For and on behalf of the Board of Directors

M/s Exato Technologies Private Limited

Exato Technologies Pvt. Ltd. Exato Technologies Pvt. Ltd.

(Appourv kumar Sinha) (Swati Sinha)
Director Director

DIN:07918398 DIN: 09394596

Date: 18.09.2024
Place: Delhi